SUPPLEMENTAL INDENTURE OF CC FINCO
HOLDINGS, LLC
Supplemental
Indenture (this “ Supplemental Indenture ”),
dated as of December 9, 2008, among CC Finco Holdings, LLC
(the “ Guaranteeing Subsidiary ”), a subsidiary
of Clear Channel Communications, Inc., a Texas corporation (the
“ Issuer ”) and Law Debenture Trust Company of
New York, as trustee (the “ Trustee
”).
WHEREAS, Clear
Channel Communications, Inc. has heretofore executed and delivered
to the Trustee an indenture (the “ Indenture ”),
dated as of July 30, 2008, providing for the issuance of an
unlimited aggregate principal amount of 10.75% Senior Cash Pay
Notes due 2016 (the “ Senior Cash Pay Notes ”)
and 11.00% / 11.75% Senior Toggle Notes due 2016 (the “
Senior Toggle Notes ” and together with the Senior
Cash Pay Notes, the “ Notes ”);
WHEREAS, the
Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing
Subsidiary shall unconditionally guarantee all of the
Issuer’s Obligations under the Notes and the Indenture on the
terms and conditions set forth herein and under the Indenture (the
“ Guarantee ”); and
WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental
Indenture.
NOW THEREFORE,
in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:
(1)
Capitalized Terms . Capitalized terms used herein without
definition shall have the meanings assigned to them in the
Indenture.
(2)
Agreement to Guarantee . The Guaranteeing Subsidiary hereby
agrees to provide an unconditional Guarantee on the terms and
subject to the conditions set forth in the Indenture including but
not limited to Articles 10 and 11 thereof.
(3)
No Recourse Against Others . No past, present or future
director, officer, employee, incorporator,
